Filing Documents with the Secretary of State
Once you've chosen a name and a structure for your business, there may be official documents to file with the Secretary of State, go to File a New Business or Nonprofit at https://mblsportal.sos.state.mn.us/Business/Search, depending on the type of business organization you choose. Review the Secretary of State information and instructions at their page, How to register your business, go http://www.sos.state.mn.us/business-liens/start-a-business/how-to-register-your-business/.
Business Forms & Fees, http://www.sos.state.mn.us/business-liens/business-forms-fees/, are available online or by mail. While the forms are designed to meet minimum requirements of the law, they are not intended to address every possible situation. An attorney can help business owners draft a document that reflects their needs and ensure that they understand the legal effects of the filing.
Because the Secretary of State keeps a permanent record of all filings, documents must be legible or they won't be accepted. Original signatures are acceptable if legible, but are not required. In most cases a copy or fax will suffice. Fees for filings vary, depending on the type. See the Business Filing & Certification Fee Schedule, http://www.sos.state.mn.us/business-liens/business-forms-fees/business-filing-certification-fee-schedule/.
Common Reasons Documents Are Rejected
Documents are usually reviewed the day they're received. In cases of complex documents or heavy seasonal workloads, review may take place the day following receipt. Non-expedited drop-offs are reviewed the business day following drop off.
Documents may be returned unapproved and not accepted for filing for a number of reasons, including:
- Incomplete address. Documents must state the full street address, city or
town and zip code number
- Incorrect filing fee
- Required signatures are incorrect or incomplete. All incorporators of a corporation or organizers of a limited liability company must sign the original articles. Other filings must be signed by a person who is authorized by the business entity to sign those documents. The business entity’s attorney can assist in determining who is authorized to sign documents.
- The name in an amendment or subsequent filing is incorrect. Names of the corporation or other business entity must be identical (in spelling and punctuation) to the legal name already on file with the Secretary of State.
- The name submitted for a corporation, limited liability company or limited liability partnership is not distinguishable from an existing corporate or assumed name, trademark or servicemark, limited liability company, limited partnership or limited liability partnership name.
Electronic Acknowledgements and Online Signatures
The Secretary of State is authorized to receive documents and issue acknowledgements electronically.
Any document submitted online may be signed by any person as agent of the person whose signature is required by law. The signing party must indicate on the application that they are acting as agent of the person whose signature would be required and that they have been authorized to sign on behalf of the applicant. The name of the person signing, entered on the online application, constitutes a valid signature by such an agent.
Consultants at our Small Business Assistance Office can help you understand more about filing organizational and other required documents. And our network of Small Business Development Centers has experts located in nine main regional offices and several satellite centers statewide.
Our Guide to Starting a Business in Minnesota provides a detailed look at this and other important issues.